"Flesh and Stone" picks up soon after the end of "Electro Blood." The terrorist D'AnClaude remains in intensive care after his battle with Armitage, but, quizzically, someone is still stalking and murdering the almost human androids known as the "Threes." Armitage herself has disappeared, and high ranking police officers have learned, as we did in the first episode, that she is in fact one of the aforementioned "Threes." Now the extreme brutality of the crime scenes reminds some in the department of Armitage's own considerable flair for the old ultraviolence.

Detective Ross Sylibus enters the mystery when he investigates the origins of the "Threes" with the hope of learning how to detect them and who in the city may be targeted next. The secrets Detective Sylibus uncover raise more questions than answers, and the script scatters hints liberally about the motivations and complicity of several characters. Some details are murky, in part because many characters are clearly involved in subplots to be addressed in later episodes. Director Hiroyuki Ochi hints at secrets that will drop as bombshells later in the series. Still, this episode moves quickly and is full of intrigue.

While Sylibus investigates in his official capacity, Armitage goes underground, haunting the underbelly of the city on her own vigilante quest; spying from rooftops and violently interrogating street criminals. Their paths converge when they simultaneously locate Pluto, one of the last "Threes" alive and the next likely victim of the unseen android-slayer. Armitage is now officially wanted for the previous murders, but instead of arresting her, Sylibus joins her and Pluto until, inevitably, the true assassin arrives in an armed-to-the-teeth battle mecha, and the fight to save the "Threes" ensues.

The tangible world of "Armitage III" seeps up through the skin of "Flesh and Stone." It tells more story than the first episode in half the length of time. Mystery without answers obscures characters' motivations, but this uncertainty creates curiosity and palpable tension. Ochi and screenwriter Chiaki Konaka provide substantive reasons to doubt the honesty of other cops and to wonder whether Sylibus will arrest or aid Armitage. The dark noir visual style matches the change in the story now that our heroine is a vigilante capable of savagery and coldness. Philosophical questions become more complex. "Flesh and Stone" gives hints about the sexuality, relations, exploitation and emotions of robots. Most importantly, now that Armitage is outed as a "Three," these questions are personally relevant rather than abstract. The script explores these ideas only vaguely, but it does it quickly and therefore palatably.

The direction in which "Flesh and Stone" develops its characters deserves A+ marks. Despair changes Armitage, who is lonely, uncertain, and now very much alienated from her former comrades. Fittingly she has embellished her wardrobe with darker hues of leather and more spikes, although, god bless her, she's still the sort of girl who wears garters and stiletto heels to fight street crime. Sato also drops hints that some of the supporting characters might actually have narrative dynamics instead of just expository lines, especially the police lieutenant, the PR director for a robotics firm, and the other "Threes." Detective Ross Sylibus, though terse and stiff as ever, slowly changes through his relationship with Armitage - his antipathy for androids and sympathy for her come into conflict, as do his loyalty to the law and his doubts about some of his colleagues in the MPD.

The noir elements of "Flesh and Stone's" art and story are stylish and strong. Every scene contains colored light from sunsets, street signs, fires or computer terminals. The artists use these myriad sources of light evocatively to color mood elements within scenes. Omnipresent smoke, shadows and rain give shots visible texture; and multiple layers of background and detailed depth, especially in exterior shots, create sharp perspectives. The director sets up scenes obliquely, from above, or from the corner of the room, as in a classic film noir, composing shots with a painterly eye.

The real progress made in this episode is the portrayal of New Lowell itself, slowly becoming a much more interesting place. A sanitary and glossy city in the first episode, give or take a red light district, it now teems with gothic street criminals. Debris on the streets include human skulls and heavy rain. How does it rain in a city inside a dome on Mars? Who knows? But it fits in great with the noir style. So, who cares? All around "Flesh and Stone" fully realizes its cyberpunk/film noir style.